SaltX carries out a directed issue of shares to guarantors in connection with the completed rights issue
The Board of Directors of SaltX Technology Holding AB (publ) (“SaltX” or the “Company”) has today, based on the authorisation from the Annual General Meeting on 25 April 2023, resolved on a directed issue of 2,843,683 class B shares to the guarantors in the rights issue of class B shares resolved upon by the Board of Directors on 30 August 2023 (the “Right Issue”), in accordance with the guarantee agreements that have been entered into and previously have been communicated (the “Remuneration Issue”). The subscription price in the Remuneration Issue is set at SEK 1.90 per share and payment is made by offsetting the guarantors’ claims on the Company.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.
In connection with the Rights Issue, the Company received guarantee commitments from the existing shareholders Industrifonden and SMA Mineral AB as well as from the external investor Knil AB (Martin Julander). The guarantors are, in accordance with the guarantee agreements entered into, entitled to guarantee commission of 14 percent of the guaranteed amount in the form of newly issued class B shares in SaltX at a subscription price of SEK 1.90 per share. Accordingly, the Board of Directors of SaltX has today, based on the authorisation from the Annual General Meeting on 25 April 2023, resolved on the Remuneration Issue, comprising of 2,843,683 class B shares.
The reason for the deviation from the shareholders' preferential rights in the Remuneration Issue is to fulfil the Company's obligations toward the guarantors, since the guarantors, according to the guarantee agreements, have the right to set-off their claims against the Company that have arisen as a result of the guarantee commitments in connection with the Rights Issue.
Payment shall be made through set-off of claims against the Company, which consists of the guarantors' guarantee commissions. The subscription price in the Remuneration Issue amounts, in accordance with the guarantee agreements entered into, to SEK 1.90 per share, which corresponds to the subscription price per share in the Rights Issue. The guarantee commission and the subscription price was determined through negotiations at arm’s length between the Company and the guarantors. The Board of Directors therefore makes the assessment that the terms have been determined in such a way that market fairness has been ensured and that the terms reflect prevailing market conditions.
Through the Remuneration Issue, the total number of shares in the Company increases by 2,843,683, from 157,433,033 shares to 160,276,716 shares, and the share capital increases by SEK 227,494.64, from SEK 12,594,642.64 to SEK 12,822,137.28 (based on the number of outstanding shares in the Company following the Rights Issue). This corresponds to a dilution of approximately 1.8 percent of the total number of shares and votes in the Company (based on the number of outstanding shares in the Company following the Rights Issue and the Remuneration Issue). The company has not issued any class A shares.
Advisors
ABG Sundal Collier AB acts as financial advisor and Törngren Magnell & Partners Advokatfirma KB acts as legal advisor to SaltX in connection with the Rights Issue. Nordic Issuing acts as issuing agent in connection with the Rights Issue.
For more information, please contact:
Carl-Johan Linér, CEO
+46 70 532 08 08
cj.liner@saltxtechnology.com
Harald Bauer, CFO
+46 70 810 80 34
harald.bauer@saltxtechnology.com
About SaltX
SaltX Technology is a Swedish Greentech company that develops and markets sustainable technology that benefits customers, the climate, and society. The company operates in large-scale energy storage solutions and electrification technology for mainly the lime and cement industry. SaltX Technology's share is listed on the Nasdaq First North Premier Growth Market. For more information, visit www.saltxtechnology.com.
FNCA Sweden AB, +46 8-528 00 399, info@fnca.se, is SaltX Technology's Certified Advisor.
IMPORTANT INFORMATION
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade with shares, paid subscribed shares, subscription rights or other securities in SaltX in any jurisdiction.
The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, within or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “USA”), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa or any jurisdiction where doing so might be unlawful, subject to legal restrictions or require other actions than the ones prescribed under Swedish law. Actions in violation of these instructions may constitute a breach of applicable securities law.
This press release does not constitute an offer or invitation to acquire or subscribe for shares or other securities in the USA. No shares, subscribed shares, subscription rights or other securities issued by the Company (the “Securities”) have been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws in any other state or jurisdiction in the USA, and no Securities may be offered, subscribed, used, pledged, sold, retailed, delivered or transferred, directly or indirectly, in or into the USA other than pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the USA. The Securities have not been and will not be approved or registered by the Securities and Exchange Commission, any state securities authority or other authority in the USA. No such authority has assessed or made any statements about the Rights Issue or the accuracy or reliability of the prospectus. To assert the contrary is a criminal act in the USA.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom’s version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom’s law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Matters discussed in this press release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company’s control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements.